-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Otky0X1zCpPxfrI63eWlWAPh7ioGVGDMggPBhfDD/clqs1uVpQqJrBYvs69Wuwm/ Pn0KMjTviP4n35ty732hZQ== 0000905718-01-000066.txt : 20010228 0000905718-01-000066.hdr.sgml : 20010228 ACCESSION NUMBER: 0000905718-01-000066 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARADISE MUSIC & ENTERTAINMENT INC CENTRAL INDEX KEY: 0001024464 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 133906452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54957 FILM NUMBER: 1555516 BUSINESS ADDRESS: STREET 1: 53 W 23RD ST CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125902100 MAIL ADDRESS: STREET 1: 53 WEST 23RD ST CITY: NEW YORK STATE: NY ZIP: 10010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTH MICHAEL CENTRAL INDEX KEY: 0001010207 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 BUSINESS PHONE: 4142411810 MAIL ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 SC 13G 1 0001.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PARADISE MUSIC & ENTERTAINMENT, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 699071106 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 699071106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. Of Above Persons (entities only): Michael A. Roth and Brian J. Stark (filing as joint filers pursuant to Rule 13d-1(k)) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a)______ (b)_______ - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by 5. Sole Voting Power 1,068,104* Each Reporting Person With: 6. Shared Voting Power -0- 7. Sole Dispositive Power 1,068,104* 8. Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,068,104* - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9): 9.9% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * BayStar Capital, L.P. ("BayStar"), a Delaware limited partnership, is the holder of (i) 666,667 shares of Paradise Music & Entertainment, Inc. (the "Issuer") common stock (the "Common Stock") and (ii) warrants which may be exercised at any time in Baystar's discretion to purchase the lesser of (A) 754,386 shares of Common Stock or (B) calculated with its "affiliates" as defined in Rule 144 and including BayStar's common stock holdings, 9.99% of the then issued and outstanding Common Stock. BayStar International, Ltd. ("International"), a corporation organized as a limited company under the laws of the British Virgin Islands, is the holder of (i) 333,333 shares of Common Stock and (ii) warrants which may be exercised at any time in International's discretion to purchase the lesser of (A) 377,193 shares of Common Stock or (B) calculated with its "affiliates" as defined in Rule 144 and including International's common stock holdings, 9.9% of the then issued and outstanding Common Stock. Based on information provided, there were 10,720,837 shares of Common Stock issued and outstanding as of December 15, 2000. Therefore, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, Michael A. Roth and Brian J. Stark, in their capacity as the sole members of Northbay Partners, LLC, a Wisconsin limited liability company, which serves as both the managing member of (i) BayStar Management, LLC, the general partner of BayStar and (ii) BayStar International Management, LLC, the investment manager of International, beneficially own and possess sole voting and dispositive power over all 1,068,104 shares of Common Stock which represents 9.9% of the Issuer's deemed issued and outstanding Common Stock. - -------------------------------------------------------------------------------- Item 1. (a) Name Of Issuer: Paradise Music & Entertainment, Inc. - -------------------------------------------------------------------------------- (b) Address of Issuer's Principal Executive Offices: 53 West 23rd Street, New York, New York 10010 - -------------------------------------------------------------------------------- Item 2. (a) Name of Person Filing: Michael A. Roth and Brian J. Stark - -------------------------------------------------------------------------------- (b) Address of Principal Business Office or, if none, Residence: 1500 West Market Street, Suite 200, Mequon, WI 53092 - -------------------------------------------------------------------------------- (c) Citizenship: United States - -------------------------------------------------------------------------------- (d) Title of Class of Securities: Common Stock - -------------------------------------------------------------------------------- (e) CUSIP Number: 699071106 - -------------------------------------------------------------------------------- Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) |_| Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) |_| Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) |_| An investment adviser in accordance with Section 240.13d-1(b) (1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance withss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned (as of December 31, 2000): 1,068,104 (b) Percent of Class (as of December 31, 2000): 9.9% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,068,104 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,068,104 (iv) Shared power to dispose or to direct the disposition of:0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certification. By signing below, we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. February 27, 2001 Date /s/Michael A. Roth Michael A. Roth /s/Brian J. Stark Brian J. Stark Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) EXHIBIT 1 AGREEMENT AS TO JOINT FILING Dated: February 27, 2001 The undersigned hereby agree that the Schedule 13G with respect to Paradise Music & Entertainment, Inc., dated as of the date hereof, is filed on behalf of each of the undersigned jointly pursuant to Rule 13d-1(k). /s/Michael A. Roth Michael A. Roth /s/Brian J. Stark Brian J. Stark -----END PRIVACY-ENHANCED MESSAGE-----